(Adopted as
of January 20, 2005 and amended and restated as of December 27, 2010)

ARTICLE I

OFFICES

Section
1.Registered
Office. The
registered office of Seabright Holdings, Inc. (the
“Corporation”) in the State of Delaware shall be located at
9 East Loockerman Street, #1B, in the City of Dover,
County of Kent, 19901. The name of the Corporation’s
registered agent at such address shall be National Registered Agents,
Inc. The registered office and/or registered agent of the
Corporation may be changed from time to time by action of the Board of
Directors of the Corporation (the “Board of Directors”).

Section
2.Other
Offices. The
Corporation may also have offices at such other places, both within or outside
the State of Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF
STOCKHOLDERS

Section
1.Place of Meetings. The
Board of Directors may designate any place, either within or outside the State
of Delaware, as the place of meeting for any annual meeting or for any special
meeting.

Section
2.Annual
Meeting. An
annual meeting of the stockholders shall be held each year at such time as is
specified by the Board of Directors. At the annual meeting,
stockholders shall elect directors and transact such other business as properly
may be brought before the annual meeting pursuant to Section 12 of ARTICLE II
hereof.

Section
3.Special
Meetings. Special
meetings of the stockholders may only be called in the manner provided in the
Corporation’s certificate of incorporation as then in effect (the “Certificate
of Incorporation”).

Section
4.Notice
of Meetings. Whenever
stockholders are required or permitted to take action at a meeting, written
notice of each annual and special meeting of stockholders stating the date,
time and place of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given to each
stockholder of record entitled to vote thereat not less than 10 nor more than
60 days before the date of the meeting. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice. Notice shall be given personally or by mail and, if by mail,
shall be sent in a postage prepaid envelope, addressed
to the stockholder at his, her or its address as the same appears on the
records of the Corporation. Notice by mail shall be deemed given at
the time when the same shall be deposited in the United States mail, postage
prepaid. Notice of any meeting shall not be required to be given to
any person who attends such meeting, except when such person attends the meeting
in person or by proxy for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, or who, either before or after the meeting, shall
submit a signed written waiver of notice, in person or by
proxy. Neither the business to be transacted at, nor the purpose of,
an annual or special meeting of stockholders need be specified in any written
waiver of notice.

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Section
5.List of
Stockholders. The
officer having charge of the stock ledger of the Corporation shall prepare and
make, at least 10 days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of and the number of shares registered in the name
of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting for a period of at
least 10 days prior to the meeting: (a) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (b) during ordinary
business hours, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present.

Section
6.Quorum. The
holders of a majority of the outstanding shares of capital stock entitled to
vote, present in person or represented by proxy, shall constitute a quorum at
all meetings of the stockholders, except as otherwise provided by the General
Corporation Law of the State of Delaware or by the Certificate of
Incorporation. If a quorum is not present, the holders of a majority
of the shares present in person or represented by proxy at the meeting, and
entitled to vote at the meeting, may adjourn the meeting to another time and/or
place. When a specified item of business requires a vote by a class
or series (if the Corporation shall then have outstanding shares of more than one
class or series) voting as a class or series, the holders of a majority of the
shares of such class or series shall constitute a quorum (as to such class or
series) for the transaction of such item of business.

Section
7.Adjourned Meetings. When
a meeting is adjourned to another time and place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting
the Corporation may transact any business which might have been transacted at
the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.

Section
8.Vote Required. When
a quorum is present, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the stockholders, unless
by express provisions of an applicable law or of the Certificate
of Incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.

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Section
9.Voting
Rights. Except
as otherwise provided by the General Corporation Law of the State of Delaware,
the Certificate of Incorporation, the certificate of designation relating to
any outstanding class or series of preferred stock or these By-laws, every stockholder
shall at every meeting of the stockholders be entitled to one vote in person or
by proxy for each share of capital stock held by such stockholder.

Section
10.Proxies. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him or her by proxy, but no such proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. A duly executed proxy shall be irrevocable if
it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally. Any proxy is suspended when
the person executing the proxy is present at a meeting of stockholders and
elects to vote, except that when such proxy is coupled with an interest and the
fact of the interest appears on the face of the proxy, the agent named in the
proxy shall have all voting and other rights referred to in the proxy,
notwithstanding the presence of the person executing the proxy. At
each meeting of the stockholders, and before any voting commences, all proxies
filed at or before the meeting shall be submitted to and examined by the
secretary or a person designated by the secretary, and no shares may be
represented or voted under a proxy that has been found to be invalid or
irregular.

Section
11.Advance Notice Provisions
for Election of Directors.

(a)Only persons who are
nominated in accordance with the procedures set forth in these By-laws shall be
eligible to serve as directors. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a meeting of
stockholders (i) by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (ii) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this By-law, who is entitled to vote generally
in the election of directors at the meeting and who shall have complied with
the notice procedures set forth below in Section 11(b).

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(b)In order for a
stockholder to nominate a person for election to the Board of Directors of the
Corporation at a meeting of stockholders, such stockholder shall have delivered
timely notice of such stockholder’s intent to make such nomination in
writing to the secretary of the Corporation. To be timely, a
stockholder’s notice to the secretary must be delivered to or mailed and
received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 90 nor
more than 120 days prior to the date of the first anniversary of the previous
year’s annual meeting; provided, however, that in the event
the annual meeting is scheduled to be held on a date more than 30 days prior to
or delayed by more than 60 days after such anniversary date, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the 10th day following the earlier of the day on which notice of
the date of the meeting was mailed or public disclosure of the meeting was made
and (ii) in the case of a special meeting at which directors are to be elected,
not later than the close of business on the 10th day following the earlier of
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made. To be in proper form, a
stockholder’s notice shall set forth (i) as to
each person whom the stockholder proposes to nominate for election as a
director at such meeting (A) the name, age, business address and residence
address of the person, (B) the principal occupation or employment of the
person, (C) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (D) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Regulatoin 14A under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”); and (ii) as to the
stockholder giving the notice (A) the name and record address of such
stockholder, (B) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(C) the class or series and number of options, warrants, puts, calls,
convertible securities, stock appreciation rights or similar rights,
obligations or commitments with an exercise or conversion privilege or a
settlement payment or mechanism at a price related to any class or series of
shares or other securities of the Corporation or with a value derived in whole
or in part from the value of any class or series of shares or other securities
of the Corporation, whether or not such instrument, right, obligation or
commitment shall be subject to settlement in the underlying class or series of
shares or other securities of the Corporation (“Derivative Securities”),
which are owned beneficially or of record by such stockholder, (D) a
description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (E) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (F) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Regulation 14A
under the Exchange Act. Such notice must be accompanied by a written
consent of each proposed nominee to being named as a nominee and to serve as a
director if elected. For purposes of this section, “public
disclosure” shall mean disclosure in a Current Report on Form 8-K (or
any successor form) or in a press release reported by Dow Jones News Service,
Associated Press or a comparable national news service.

(c)No person shall be
eligible to serve as a director of the Corporation unless nominated in
accordance with the procedures set forth in this section. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the procedures
prescribed by this section, and if he should so determine, he shall so declare
to the meeting and the defective nomination shall be disregarded. A
stockholder seeking to nominate a person to serve as a director must also
comply with all applicable requirements of the Exchange Act, and the rules and
regulations thereunder with respect to the matters
set forth in this section.

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Section
12.Advance Notice Provisions
for Other Business to be Conducted at an Annual Meeting. At
an annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly
brought before an annual meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee thereof),
(ii) brought before the meeting by or at the direction of the Board of
Directors (or any duly authorized committee thereof) or (iii) otherwise
properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary
of the Corporation. To be timely, a stockholder’s notice to
the secretary must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 90 nor more than 120 days
prior to the date of the first anniversary of the previous year’s annual
meeting; provided, however, that in the event the annual meeting
is scheduled to be held on a date more than 30 days prior to or delayed by more
than 60 days after such anniversary date, notice by the stockholder in order to
be timely must be so received not later than the 10th day following the day on
which notice of the date of the annual meeting was mailed or public disclosure
of the date of the annual meeting was made, whichever occurs
first. To be in proper form, a stockholder’s notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting,
(ii) the name and address, as they appear on the Corporation’s
books, of the stockholder proposing such business, (iii) the class and
number of shares of the Corporation which are beneficially owned by the
stockholder, (iv) the class and number of shares of Derivative Securities of
the Corporation which are owned beneficially or of record by such stockholder
and (v) any material interest of the stockholder in such
business. Notwithstanding anything in these By-laws to the contrary,
no business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this section. The presiding officer of
an annual meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this section; if he should so determine, he
shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. For purposes of this
section, “public disclosure” shall mean disclosure in a Current
Report on Form 8-K (or any successor form) or in a press release reported by
Dow Jones News Service, Associated Press or a comparable national news
service. Nothing in this section shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the
Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
Act.

Section
13.Fixing
a Record Date for Stockholder Meetings. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than 60 nor less than 10 days before the
date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the close of business on the
next day preceding the day on which notice is first given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

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Section
14.Fixing
a Record Date for Other Purposes. In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment or any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purposes
of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date
for determining stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

ARTICLE III

DIRECTORS

Section
1.General Powers. The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors. In addition to such powers as
are herein and in the Certificate of Incorporation expressly
conferred upon it, the Board of Directors shall have and may exercise all the
powers of the Corporation, subject to the provisions of the laws of Delaware,
the Certificate of Incorporation and these By-laws.

Section
2.Annual
Meetings. The
annual meeting of the Board of Directors shall be held without other notice
than this By-law immediately after, and at the same place as, the annual
meeting of stockholders.

Section
3.Regular
Meetings and Special Meetings. Regular meetings, other than the annual meeting,
of the Board of Directors may be held without notice at such time and at such
place as shall from time to time be determined by resolution of the Board of
Directors. Special meetings of the Board of Directors may be called
by the chairman of the board, the president (if the president is a director)
or, upon the written request of at least a majority of the directors then in
office.

Section
4.Notice
of Meetings. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by law or these By-laws. Notice of each special
meeting of the Board of Directors, and of each regular and annual meeting of
the Board of Directors for which notice shall be required, shall be given by
the secretary as hereinafter provided in this Section 4, in which notice shall
be stated the time and place of the meeting. Except as otherwise
required by these By-laws, such notice need not state the purposes of such
meeting. Notice of any special meeting, and of any regular or annual
meeting for which notice is required, shall be given to each director at least
(a) 24 hours before the meeting if by telephone or by being personally
delivered or sent by telex, telecopy, email or similar means or (b) 5 days
before the meeting if delivered by mail to the director's residence or usual
place of business. Such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage prepaid, or when
transmitted if sent by telex, telecopy, email or similar
means. Neither the business to be transacted at, nor the purpose of,
any special meeting of the Board of Directors need be specified in the notice
or waiver of notice of such meeting. Any director may waive notice
of any meeting by a writing signed by the director entitled to the notice and
filed with the minutes or corporate records.

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Section
5.Waiver
of Notice and Presumption of Assent. Any member of the Board
of Directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened. Such member shall be conclusively presumed to
have assented to any action taken unless his or her dissent shall be entered in
the minutes of the meeting or unless his or her written dissent to such action
shall be filed with the person acting as the secretary of the meeting before
the adjournment thereof or shall be forwarded by registered mail to the
secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to any member who
voted in favor of such action.

Section
6.Chairman
of the Board, Quorum, Required Vote and Adjournment. The Board of
Directors shall elect, by the affirmative vote of a majority of the total
number of directors then in office, a chairman of the board, who shall preside
at all meetings of the stockholders and Board of Directors at which he or she
is present and shall have such powers and perform such duties as the Board of
Directors may from time to time prescribe. If the chairman of the board
is not present at a meeting of the stockholders or the Board of Directors, the
president (if the president is a director and is not also the chairman of the
board) shall preside at such meeting, and, if the president is not present at
such meeting, a majority of the directors present at such meeting shall elect
one of their members to so preside. A majority of the total number
of directors then in office shall constitute a quorum for the transaction of
business. Unless by express provision of an applicable law, the
Certificate of Incorporation or these By-laws a different vote is required, the
vote of a majority of directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

Section
7.Committees. The
Board of Directors (i) may, by resolution passed by a
majority of the entire Board of Directors, designate one or more committees,
including an executive committee, consisting of one or more of the directors of
the Corporation, and (ii) shall during such period of time as any securities of
the Corporation are listed on a national securities exchange, by resolution
passed by a majority of the entire Board of Directors, designate all committees
required by the rules and regulations of such exchange. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Except to the extent restricted by applicable law or
the Certificate of Incorporation, each such committee, to the extent provided
in the resolution creating it, shall have and may exercise all the powers and
authority of the Board of Directors. Each such committee shall serve
at the pleasure of the Board of Directors as may be determined from time to
time by resolution adopted by the Board of Directors or as required by the
rules and regulations of such exchange, if applicable. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors upon request.

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Section
8.Committee
Rules. Each committee of the Board of Directors may fix
its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by a resolution of the Board of
Directors designating such committee. Unless otherwise provided in
such a resolution, the presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum. Unless
otherwise provided in such a resolution, in the event that a member and that
member’s alternate, if alternates are designated by the Board of
Directors, of such committee is or are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member.

Section
9.Communications
Equipment. Members
of the Board of Directors or any committee thereof may participate in and act
at any meeting of such board or committee through the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear and speak with each other, and
participation in the meeting pursuant to this section shall constitute presence
in person at the meeting.

Section
10.Action
by Written Consent. Unless
otherwise restricted by the Certificate of Incorporation, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of such board
or committee, as the case may be, consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the board or
committee.

Section
11.Compensation. The
Board of Directors shall have the authority to fix the compensation, including
fees and reimbursement of expenses, of directors for services to the
Corporation in any capacity.

Section
12.Reliance
on Books and Records. A
member of the Board of Directors, or a member of any committee designated by
the Board of Directors shall, in the performance of such person’s duties,
be fully protected in relying in good faith upon records of the Corporation and
upon such information, opinions, reports or statements presented to the
Corporation by any of the Corporation’s officers or employees, or
committees of the Board of Directors, or by any other person as to matters the
member reasonably believes are within such other person’s professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation.

ARTICLE IV

OFFICERS

Section
1.Number. The
officers of the Corporation shall be elected by the Board of Directors and
shall consist of a chief executive officer, a president, one or more
vice-presidents, a secretary, a chief financial officer and such other officers
and assistant officers as may be deemed necessary or desirable by the Board of
Directors. Any number of offices may be held by the same person,
except that neither the chief executive officer nor the president shall also
hold the office of secretary. In its discretion, the Board of
Directors may choose not to fill any office for any period as it may deem
advisable, except that the offices of president and secretary shall be filled
as expeditiously as possible.

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Section
2.Election
and Term of Office. The
officers of the Corporation shall be elected annually by the Board of Directors
at its first meeting held after each annual meeting of stockholders or as soon
thereafter as convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each
officer shall hold office until a successor is duly elected and qualified or
until his or her earlier death, resignation or removal as hereinafter provided.

Section
3.Removal. Any
officer or agent elected by the Board of Directors may be removed by the Board
of Directors at its discretion, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.

Section
4.Vacancies. Any
vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of
Directors.

Section
5.Compensation. Compensation
of all executive officers shall be approved by the Board of Directors, and no
officer shall be prevented from receiving such compensation by virtue of his or
her also being a director of the Corporation; providedhowever,
that compensation of some or all executive officers may be determined by a
committee established for that purpose if so authorized by the unanimous vote
of the Board of Directors or as required by applicable law or regulation,
including any exchange or market upon which the Corporation’s securities
are then listed for trading or quotation.

Section
6.Chief
Executive Officer. The
chief executive officer shall have the powers and perform the duties incident
to that position. Subject to the powers of the Board of Directors
and the chairman of the board, the chief executive officer shall be in the
general and active charge of the entire business and affairs of the
Corporation, and shall be its chief policy making officer. The chief
executive officer shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or provided in these
By-laws. The chief executive officer is authorized to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. Whenever the president is unable
to serve, by reason of sickness, absence or otherwise, the chief executive
officer shall perform all the duties and responsibilities and exercise all the
powers of the president.

Section
7.The
President. The president of the Corporation shall, subject
to the powers of the Board of Directors, the chairman of the board and the
chief executive officer, have general charge of the business, affairs and
property of the Corporation, and control over its officers, agents and
employees. The president shall see that all orders and resolutions
of the Board of Directors are carried into effect. The president is
authorized to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the Corporation. The president shall have such
other powers and perform such other duties as may be prescribed by the chairman
of the board, the chief executive officer, the Board of Directors or as may be
provided in these By-laws.

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Section
8.Vice-Presidents. The
vice-president, or if there shall be more than one, the vice-presidents in the
order determined by the Board of Directors or the chairman of the board, shall,
in the absence or disability of the president, act with all of the powers and
be subject to all the restrictions of the president. The
vice-presidents shall also perform such other duties and have such other powers
as the Board of Directors, the chairman of the board, the chief executive
officer, the president or these By-laws may, from time to time,
prescribe. The vice-presidents may also be designated as executive
vice-presidents or senior vice-presidents, as the Board of Directors may from
time to time prescribe.

Section
9.The
Secretary and Assistant Secretaries. The secretary shall
attend all meetings of the Board of Directors (other than executive sessions
thereof) and all meetings of the stockholders and record all the proceedings of
the meetings in a book or books to be kept for that purpose or shall ensure
that his or her designee attends each such meeting to act in such
capacity. Under the chairman of the board’s supervision, the
secretary shall give, or cause to be given, all notices required to be given by
these By-laws or by law; shall have such powers and perform such duties as the
Board of Directors, the chairman of the board, the chief executive officer, the
president or these By-laws may, from time to time, prescribe; and shall have
custody of the corporate seal of the Corporation. The secretary, or
an assistant secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such assistant secretary. The Board
of Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his or her
signature. The assistant secretary, or if there be more than one,
any of the assistant secretaries, shall in the absence or disability of the
secretary, perform the duties and exercise the powers of the secretary and
shall perform such other duties and have such other powers as the Board of
Directors, the chairman of the board, the chief executive officer, the
president, or secretary may, from time to time, prescribe.

Section
10.The
Chief Financial Officer. The
chief financial officer shall have the custody of the corporate funds and
securities; shall keep full and accurate all books and accounts of the
Corporation as shall be necessary or desirable in accordance with applicable
law or generally accepted accounting principles; shall deposit all monies and
other valuable effects in the name and to the credit of the Corporation as may
be ordered by the chairman of the board or the Board of Directors; shall cause
the funds of the Corporation to be disbursed when such disbursements have been
duly authorized, taking proper vouchers for such disbursements; and shall
render to the Board of Directors, at its regular meeting or when the Board of
Directors so requires, an account of the Corporation; shall have such powers
and perform such duties as the Board of Directors, the chairman of the board,
the chief executive officer, the president or these By-laws may, from time to
time, prescribe.

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Section
11.Other
Officers, Assistant Officers and Agents.Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the Board of
Directors.

Section
12.Absence
or Disability of Officers. In
the case of the absence or disability of any officer of the Corporation and of
any person hereby authorized to act in such officer’s place during such
officer’s absence or disability, the Board of Directors may by resolution
delegate the powers and duties of such officer to any other officer or to any
director, or to any other person selected by it.

ARTICLE V

CERTIFICATES
OF STOCK

Section
1.Form. The
shares of stock of the Corporation shall be represented by certificates, provided
that the Board of Directors may provide by resolution or resolutions that some
or all of any or all classes or series of stock of the Corporation shall be uncertificated shares of stock. Notwithstanding
the adoption of such a resolution by the Board of Directors, every holder of
stock represented by a certificate and, upon request, every holder of uncertificated shares shall be entitled to have a
certificate, signed by, or in the name of, the Corporation by the chairman of
the board, the chief executive officer or the president and the secretary or an
assistant secretary of the Corporation, certifying the number of shares owned
by such holder in the Corporation. If such a certificate is
countersigned (i) by a transfer agent or an assistant
transfer agent other than the Corporation or its employee or (ii) by a
registrar, other than the Corporation or its employee, the signature of any
such chairman of the board, chief executive officer, president, secretary or
assistant secretary may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the Corporation whether because of death, resignation or otherwise
before such certificate or certificates have been delivered by the Corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used thereon had not ceased
to be such officer or officers of the Corporation. All certificates
for shares shall be consecutively numbered or otherwise
identified. The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the Corporation. Shares of stock of the
Corporation shall only be transferred on the books of the Corporation by the
holder of record thereof or by such holder’s attorney duly authorized in
writing, upon surrender to the Corporation of the certificate or certificates
for such shares endorsed by the appropriate person or persons, with such
evidence of the authenticity of such endorsement, transfer, authorization and
other matters as the Corporation may reasonably require, and accompanied by all
necessary stock transfer stamps. In that event, it shall be the duty
of the Corporation to issue a new certificate to the person entitled thereto,
cancel the old certificate or certificates and record the transaction on its
books. When shares are not represented by certificates, shares of stock
of the Corporation shall only be transferred on the books of the Corporation by
the holder of record thereof or by such holder’s attorney duly authorized
in writing, with such evidence of the authenticity of such transfer,
authorization and other matters as the Corporation may reasonably require, and
accompanied by all necessary stock transfer stamps, and within a reasonable
time after the issuance or transfer of such shares, the Corporation shall send
the holder to whom such shares have been issued or transferred a written
statement of the information required by applicable law. Unless
otherwise provided by applicable law, the Certificate of Incorporation, these
By–laws or any other instrument the rights and obligations of
stockholders are identical, whether or not their shares are represented by
certificates. The Board of Directors may appoint a bank or trust
company organized under the laws of the United States or any state thereof to
act as its transfer agent or registrar, or both in connection with the transfer
of any class or series of securities of the Corporation.

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Section
2.Lost
Certificates. The
Corporation may issue or direct a new certificate or certificates to be issued
in place of any certificate or certificates previously issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, the Corporation may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his or her legal representative,
to give the Corporation a bond sufficient to indemnify the Corporation against
any claim that may be made against the Corporation on account of the loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

Section
3.Registered
Stockholders. Prior
to the surrender to the Corporation of the certificate or certificates for a
share or shares of stock with a request to record the transfer of such share or
shares, the Corporation may treat the registered owner as the person entitled
to receive dividends, to vote, to receive notifications and otherwise to
exercise all the rights and powers of an owner. The Corporation
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof.

ARTICLE VI

GENERAL
PROVISIONS

Section
1.Dividends. Dividends
upon the capital stock of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, in accordance with applicable
law. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of applicable law and the Certificate
of Incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the directors may modify or abolish any such reserve in
the manner in which it was created.

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Section
2.Checks, Notes, Drafts,
Etc. All
checks, notes, drafts or other orders for the payment of money of the
Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer, officers, person or persons as from time to time
may be designated by the Board of Directors or by an officer or officers
authorized by the Board of Directors to make such designation.

Section
3.Contracts. In
addition to the powers otherwise granted to officers pursuant to ARTICLE IV
hereof, the Board of Directors may authorize any officer or officers, or any
agent or agents, of the Corporation to enter into any contract or to execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section
4.Loans. Subject
to compliance with applicable law (including the Sarbanes-Oxley Act of 2002, as
amended), the Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of its
subsidiaries, including any officer or employee who is a director of the
Corporation or its subsidiaries, whenever, in the judgment of the directors,
such loan, guaranty or assistance may reasonably be expected to benefit the
Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in
such manner as the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the Corporation. Nothing
in this section shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the Corporation at common law or under any statute.

Section
5.Fiscal
Year. The
fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.

Section
6.Corporate
Seal. The
Board of Directors may provide a corporate seal which shall be in the form of a
circle and shall have inscribed thereon the name of the Corporation and the
words “Corporate Seal, Delaware.” The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise. Notwithstanding the foregoing, no seal shall be
required by virtue of this Section.

Section
7.Voting Securities Owned
By Corporation. Voting securities in any other Corporation held
by the Corporation shall be voted by the chief executive officer, the president
or a vice-president, unless the Board of Directors specifically confers
authority to vote with respect thereto, which authority may be general or
confined to specific instances, upon some other person or
officer. Any person authorized to vote securities shall have the
power to appoint proxies, with general power of substitution.

Section
8.Inspection
of Books and Records. The
Board of Directors shall have power from time to time to determine to what
extent and at what times and places and under what conditions and regulations
the accounts and books of the Corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.

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Section
9.Section
Headings. Section
headings in these By-laws are for convenience of reference only and shall not
be given any substantive effect in limiting or otherwise construing any
provision herein.

Section
10.Inconsistent
Provisions. In
the event that any provision of these By-laws is or becomes inconsistent with
any provision of the Certificate of Incorporation, the General Corporation Law
of the State of Delaware or any other applicable law, the provision of these
By-laws shall not be given any effect to the extent of such inconsistency but
shall otherwise be given full force and effect.

ARTICLE VII

AMENDMENTS

These By-laws may be amended,
altered, changed or repealed or new By-laws adopted only in accordance with
Article Six of the Certificate of Incorporation.